UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT ~~Pursuant~~PURSUANT

toTO SECTION ~~Section~~ 13 orOR 15(dD) ofOF ~~the Securities Exchange Act of 1934~~THE

~~Date~~SECURITIES EXCHANGE ofACT ~~report~~OF ~~(Date of earliest event reported): July 7, 2008~~1934

Collexis Holdings, Inc. (Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation)
001-33495 (Commission File Number)	20-0987069 (IRS Employer Identification No.)
1201 Main Street, Suite 980, Columbia, SC (Address of principal executive offices)	29201 (Zip Code)
(803) 727-1113 (Registrant’s telephone number, including area code)
n/a (Former name or former address, if changed since last report)

Date of report (Date of earliest event reported): July 31, 2008

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see~~Collexis ~~General~~ Holdings, ~~Instruction A~~Inc.2. below): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

001-33495		20-0987069
(Commission File Number)		(IRS Employer Identification No.)

1201 Main Street, Suite 980, Columbia, SC		29201
(Address of principal executive offices)		(Zip Code)

(803) 727-1113

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3 5.02 Departure of ~~Unregistered~~Directors ~~Sales~~or Principal Officers; Election of ~~Equity~~Directors; ~~Securities~~Appointment of Principal Officers.

On July 31, ~~April~~2008, 7Collexis and its wholly-owned subsidiary, Collexis B.V., entered into a Separation and Settlement Agreement, effective as of June 30, 2008, ~~Collexis~~with ~~Holdings~~Peter van Praag, ~~Inc~~Van Praag Informatisering B.V. (“van Praag’s Company”) and Anna Adriana Wilhelmina Prinse (Mr. van Praag’s spouse) (the “van Praag Separation Agreement”). On July 31, 2008, pursuant to the ~~registrant~~van Praag Separation Agreement, ~~initiated~~Mr. van Praag resigned as a ~~private~~director ~~offering~~of Collexis and from his position as chief executive officer of Collexis upB.V., toeffective as of June 30,~~000~~ 2008. Pursuant to the van Praag Separation Agreement,~~000~~ ~~shares~~the ofparties ~~our~~agreed ~~common~~(1) ~~stock~~to atterminate $the labor contract between Collexis B.15V. ~~per~~and ~~share~~van ~~($4~~Praag made effective as of January 1,~~500~~ 2007,~~000~~ (2), that van Praag would resign as ~~previously~~a ~~disclosed~~director inof ~~our~~Collexis ~~Form~~and ~~10-QSB~~from ~~filed~~his position onas ~~May~~chief 15executive officer of Collexis B.V., effective as of June 30, 2008., We(3) ~~subsequently~~that ~~increased~~van ~~the~~Praag ~~offering~~would bynot 3compete,~~333,333~~ ~~shares~~directly or directly, with Collexis or ~~$500~~any of its affiliates through June 30,~~000~~ in2009, (4) that Collexis would pay van Praag a gross ~~proceeds,~~severance toof 33€7,~~333,333~~500 ~~shares~~per month ($512,~~000,000).~~096 Weat the ~~made~~current ~~the~~exchange ~~offering~~rate) tofor ~~our~~a ~~stockholders~~period ~~who~~of ~~have~~eight months (aapproximately $96,768 total at the current exchange rate) ~~previously~~as ~~purchased~~consideration ~~shares~~for ~~from~~his usentering ininto the van ~~private~~Praag ~~placements~~Separation Agreement and (b5) ~~have~~to ~~represented~~mutually ~~that~~release ~~they~~each ~~are~~other ~~accredited~~party from any ~~investors.~~and ~~Through~~all ~~May~~claims ~~14,~~related ~~2008,~~to asthe ~~previously~~subject ~~disclosed~~matter inof ~~our~~the ~~Form~~van ~~10-QSB~~Praag ~~filed~~Separation Agreement. onIn ~~May 15~~addition, ~~2008,~~the wevan ~~had~~Praag ~~received~~Separation ~~subscription~~Agreement ~~proceeds~~amends the Collexis Option Agreement, dated as of $2April 4,~~522~~ 2007,~~976~~ ~~from~~such ~~investors~~that ~~for~~ the ~~purchase~~options ofgranted (1.0 million ~~16,819,841~~shares) to van Praag’s Company to acquire shares of ~~our~~Collexis’s securities ~~common~~will ~~stock.~~be Onvested ~~July~~in 7full effective August 1, 2008, weand ~~closed~~exercisable for two ~~the~~years ~~private~~thereafter; ~~offering~~provided, however, that van Praag and van Praag’s Company ~~which~~ may ~~was~~not ~~fully~~sell ~~subscribed~~more than 75,000 of such purchased option shares in any one calendar month. AtAlso as part of the ~~closing~~van Praag Separation Agreement, wevan ~~accepted~~Praag and ~~the~~van ~~remaining~~Praag’s ~~subscription~~Company ~~agreements~~entered ~~for~~into a ~~total~~Lock-Up ofAgreement 16with Collexis pursuant to which such shareholders agreed not to sell,~~513~~ pledge,~~492~~ ~~shares~~transfer ~~and~~or ~~received~~otherwise dispose ~~the~~of ~~total~~any ~~remaining~~of ~~subscription~~Collexis’s ~~proceeds~~securities ofheld ~~$2,477,024.~~by Wevan ~~instructed~~Praag’s ~~the~~Company ~~transfer~~until ~~agent~~July 1, to2009, ~~issue~~other than the ~~shares~~75,000 ~~from~~purchased ~~the~~option ~~offering~~shares atin ~~that~~any ~~time~~one calendar month mentioned above.

WeThe foregoing ~~have~~description ~~used or will use the proceeds~~ of ~~this offering to make installment payments required under~~ the ~~terms~~van ofPraag ~~our~~Separation ~~recent~~Agreement ~~acquisition agreements~~ and ~~for~~the ~~working~~van ~~capital.~~Praag Lock-Up ~~This~~Agreement ~~private~~is ~~placement~~qualified ~~was conducted~~ in ~~reliance~~its onentirety ~~exemptions~~by ~~from~~reference ~~registration~~to ~~contained in Section 4(2) of~~ the ~~Securities~~full ~~Act of~~text ~~1933 and Rule 506~~ of ~~Regulation D promulgated thereunder. In support of~~ ~~those exemptions from registration, we will rely on~~ the ~~representations, warranties, certifications and~~ agreements ~~of the~~attached ~~investors, including their representations that they are “accredited investors”~~ as ~~defined~~Exhibits in10.1 ~~Rule 501 of Regulation D~~ and ~~acquired the securities for their own accounts, for investment only and not for distribution or resale to others~~10.2 ~~There was no general solicitation, given that the offering was made only~~ to ~~a limited group of our current stockholders. Each investor agreed to hold the shares purchased in the offering for a minimum of one year. No placement fees were payable in connection with~~ this ~~offering.~~Current ~~The~~Report ~~share~~on Form 8-K ~~certificates evidencing the purchased shares will be affixed with a legend to indicate that the shares were sold in a private offering~~ and ~~their~~incorporated ~~transfer~~by isreference ~~restricted~~herein.

On July 31, 2008, Collexis and Collexis B.V. entered into a Separation and Settlement Agreement, effective as of June 30, 2008, with Henk Buurman, and V.D.B. Pacific B.V. (“Buurman’s Company”) (the “Buurman Separation Agreement”). On July 31, 2008, pursuant to the Buurman Separation Agreement, Mr. Buurman resigned from his position as Vice President of Strategy and Business Development of Collexis B.V., effective as of June 30, 2008. Pursuant to the Buurman Separation Agreement, the parties agreed (1) to terminate the labor contract between Collexis B.V. and Buurman made effective as of January 1, 2007, (2) that Buurman would resign as a director of Collexis B.V., effective as of June 30, 2008, (3) that Buurman would not compete, directly or directly, with Collexis or any of its affiliates through June 30, 2009, (4) that Collexis would pay Buurman a gross severance of €7,500 per month ($12,096 at the current exchange rate) for a period of eight months (approximately $96,768 total at the current exchange rate) as consideration for his entering into the Buurman Separation Agreement and (5) to mutually release each other party from any and all claims related to the subject matter of the Buurman Separation Agreement. In addition, the Buurman Separation Agreement amends the Collexis Option Agreement, dated as of April 4, 2007, such that the options granted (1.0 million shares) to Buurman’s Company to acquire shares of Collexis’s securities will be vested in full effective August 1, 2008 and exercisable for two years thereafter; provided, however, that Buurman and Buurman’s Company may not sell more than 75,000 of such purchased option shares in any one calendar month. Also as part of the Buurman Separation Agreement, Buurman and Buurman’s Company entered into a Lock-Up Agreement with Collexis pursuant to which such shareholders agreed not to sell, pledge, transfer or otherwise dispose of any of the Collexis’s securities held by Buurman’s Company until July 1, 2009, other than the 75,000 purchased option shares in any one calendar month mentioned above.

~~SIGNATURES~~2

~~Pursuant~~The foregoing todescription of the ~~requirements~~Buurman ofSeparation Agreement and the ~~Securities~~Buurman Lock-Up ~~Exchange~~Agreement ~~Act~~is ofqualified ~~1934,~~in its entirety by reference to the ~~registrant~~full ~~has~~text of the ~~duly~~agreements ~~caused~~attached ~~this~~as ~~report~~Exhibits to10.3 beand ~~signed~~10.4 onto ~~its~~this ~~behalf~~Current byReport ~~the~~on Form 8-K ~~undersigned~~and ~~hereunto~~incorporated ~~duly~~by ~~authorized~~reference herein.

Item ~~COLLEXIS HOLDINGS, INC~~ 8.01 Other Events.

~~Dated:~~ On July 9 17, 2008 ~~By: /s/~~, ~~Mark~~Collexis filed a preliminary proxy statement announcing it would ~~Murphy~~ hold a special meeting of stockholders on August 19, 2008. Collexis has determined ~~Mark~~ not ~~Murphy~~to hold a special meeting of stockholders at this time and accordingly ~~Chief~~ will ~~Financial~~ not ~~Officer~~be mailing a proxy statement for the special meeting to its stockholders.

3Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number		Exhibit

10.1		Separation and Settlement Agreement, effective as of June 30, 2008, by and among Collexis Holdings, Inc., Collexis B.V., Peter van Praag, Van Praag Informatisering B.V. and Anna Adriana Wilhelmina Prinse.

10.2		Lock-Up Agreement, effective as of June 30, 2008, by and among Collexis Holdings, Inc., Collexis B.V., Peter van Praag, and Van Praag Informatisering B.V.

10.3		Separation and Settlement Agreement, effective as of June 30, 2008, by and among Collexis Holdings, Inc., Collexis B.V., Henk Buurman and V.D.B. Pacific B.V.

10.4		Lock-Up Agreement, effective as of June 30, 2008, by and among Collexis Holdings, Inc., Collexis B.V., Henk Buurman and V.D.B. Pacific B.V.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COLLEXIS HOLDINGS, INC.

Dated: August 6, 2008	By:	/s/ Mark Murphy
		Mark Murphy
		Chief Financial Officer

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